8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 12, 2012

THE PROGRESSIVE CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	1-9518	34-0963169
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
6300 Wilson Mills Road, Mayfield Village, Ohio		44143
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 440-461-5000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On December 12, 2012, The Progressive Corporation issued a news release containing financial results for the Company and its consolidated subsidiaries for the month of, and year-to-date period ended, November 2012. A copy of the news release is attached hereto as Exhibit 99.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See exhibit index on page 4.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 12, 2012

THE PROGRESSIVE CORPORATION
By:	/s/ Jeffrey W. Basch
Name:	Jeffrey W. Basch
Title:	Vice President and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit No. Under Reg. S-K Item 601	Form 8-K Exhibit No.	Description
99	99	News release dated December 12, 2012, containing financial results of The Progressive Corporation and its consolidated subsidiaries for the month of, and year-to-date period ended, November 2012.

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EX-99

Exhibit 99

NEWS RELEASE

The Progressive Corporation 6300 Wilson Mills Road Mayfield Village, Ohio 44143 http://www.progressive.com Company Contact: Matt Downing (440) 395-4222

PROGRESSIVE REPORTS NOVEMBER RESULTS

MAYFIELD VILLAGE, OHIO — December 12, 2012 — The Progressive Corporation today reported the following results for November 2012:

(millions, except per share amounts and ratios; unaudited)	November		November		Change
	2012		2011
Net premiums written	$	1,129.9	$	1,071.9		5	%
Net premiums earned	$	1,264.3	$	1,163.7		9	%
Net income	$	77.7	$	124.7		(38	)%
Per share	$	.13	$	.20		(37	)%
Total pretax net realized gains (losses) on securities (including net impairment losses)	$	10.2	$	42.1		(76	)%
Combined ratio		93.6		90.1		3.5	pts.
Average diluted equivalent shares		605.4		612.7		(1	)%

(thousands; unaudited)	November		November
	2012		2011		Change
Policies in Force:
Agency – auto		4,807.6		4,653.5		3	%
Direct – auto		4,001.3		3,851.4		4	%
Total personal auto		8,808.9		8,504.9		4	%
Total special lines		3,956.1		3,805.2		4	%
Total Personal Lines		12,765.0		12,310.1		4	%
Total Commercial Auto		522.0		511.4		2	%

Progressive offers insurance to personal and commercial auto drivers throughout the United States. Our Personal Lines business writes insurance for personal autos and recreational vehicles. Our Commercial Auto business writes primary liability, physical damage, and other auto-related insurance for autos and trucks owned by small businesses.

See the “Comprehensive Income Statements” and “Supplemental Information” for further month and year-to-date information and the “Monthly Commentary” at the end of this release for additional discussion.

THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

COMPREHENSIVE INCOME STATEMENT

November 2012

(millions)

(unaudited)

	Current Month			Comments on Monthly Results1
Net premiums written	$	1,129.9
Revenues:
Net premiums earned	$	1,264.3
Investment income		35.6
Net realized gains (losses) on securities:
Other-than-temporary impairment (OTTI) losses:
Total OTTI losses		(.3	)
Non-credit losses, net of credit losses recognized on previously recorded non-credit OTTI losses		0
Net impairment losses recognized in earnings		(.3	)
Net realized gains (losses) on securities		10.5
Total net realized gains (losses) on securities		10.2
Service revenues		2.5
Total revenues		1,312.6
Expenses:
Losses and loss adjustment expenses		935.3
Policy acquisition costs		109.1
Other underwriting expenses		138.4
Investment expenses		1.2
Service expenses		2.7
Interest expense		10.2
Total expenses		1,196.9
Income before income taxes		115.7
Provision for income taxes		38.0
Net income		77.7
Other comprehensive income, net of tax:
Net unrealized gains (losses) on securities:
Net non-credit related OTTI losses, adjusted for valuation changes		0
Other net unrealized gains (losses) on securities		4.1
Total net unrealized gains (losses) on securities		4.1
Net unrealized gains on forecasted transactions		(.1	)
Foreign currency translation adjustment		.1
Other comprehensive income		4.1
Total comprehensive income	$	81.8

¹  See the Monthly Commentary at the end of this release for additional discussion. For a description of our reporting and accounting policies, see Note 1 to our 2011 audited consolidated financial statements included in our 2011 Shareholders’ Report, which can be found at www.progressive.com/annualreport.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

COMPREHENSIVE INCOME STATEMENTS

November 2012 Year-to-Date

(millions)

(unaudited)

	Year-to-Date
	2012			2011			% Change
Net premiums written	$	15,235.2		$	14,135.1			8
Revenues:
Net premiums earned	$	14,751.9		$	13,738.1			7
Investment income		403.9			440.1			(8	)
Net realized gains (losses) on securities:
Other-than-temporary impairment (OTTI) losses:
Total OTTI losses		(6.3	)		(6.0	)		5
Non-credit losses, net of credit losses recognized on previously recorded non-credit OTTI losses1		(.7	)		.9			NM
Net impairment losses recognized in earnings		(7.0	)		(5.1	)		37
Net realized gains (losses) on securities		286.2			130.8			119
Total net realized gains (losses) on securities		279.2			125.7			122
Service revenues		34.0			20.7			64
Gains (losses) on extinguishment of debt		(1.8	)		(.1	)		1700
Total revenues		15,467.2			14,324.5			8
Expenses:
Losses and loss adjustment expenses		11,015.5			9,816.5			12
Policy acquisition costs		1,327.4			1,290.4			3
Other underwriting expenses		1,782.7			1,686.4			6
Investment expenses		14.3			12.3			16
Service expenses		33.7			17.5			93
Interest expense		113.6			120.6			(6	)
Total expenses		14,287.2			12,943.7			10
Income before income taxes		1,180.0			1,380.8			(15	)
Provision for income taxes		372.8			441.6			(16	)
Net income		807.2			939.2			(14	)
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities:
Net non-credit related OTTI losses, adjusted for valuation changes		4.8			(4.1	)		NM
Other net unrealized gains (losses) on securities		186.1			(115.6	)		NM
Total net unrealized gains (losses) on securities		190.9			(119.7	)		NM
Net unrealized gains on forecasted transactions		(1.7	)		(6.5	)		(74	)
Foreign currency translation adjustment		.3			.1			200
Other comprehensive income (loss)		189.5			(126.1	)		NM
Total comprehensive income	$	996.7		$	813.1			23

NM = Not Meaningful

¹  A negative amount for the period reflects credit losses reclassified from other comprehensive income that exceeded the amount of non-credit OTTI losses recognized in other comprehensive income during the period.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

COMPUTATION OF NET INCOME AND COMPREHENSIVE INCOME PER SHARE

&

INVESTMENT RESULTS

November 2012

(millions – except per share amounts)

(unaudited)

The following table sets forth the computation of net income per share and comprehensive income per share:

	Current		Year-to-Date
	Month		2012		2011
Net income	$	77.7	$	807.2	$	939.2
Per share:
Basic	$	.13	$	1.34	$	1.48
Diluted	$	.13	$	1.33	$	1.47
Comprehensive income	$	81.8	$	996.7	$	813.1
Per share:
Diluted	$	.14	$	1.64	$	1.27
Average shares outstanding - Basic		600.3		603.6		634.8
Net effect of dilutive stock-based compensation		5.1		4.4		4.3
Total equivalent shares - Diluted		605.4		608.0		639.1

The following table sets forth the investment results for the period:

	Current			Year-to-Date
	Month			2012			2011
Fully taxable equivalent total return:
Fixed-income securities		.3	%		5.3	%		3.0	%
Common stocks		.8	%		15.2	%		1.7	%
Total portfolio		.3	%		6.5	%		2.7	%
Pretax annualized investment income book yield		2.7	%		2.9	%		3.3	%

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

November 2012

($ in millions)

(unaudited)

Current Month
										Commercial
	Personal Lines Business									Auto			Other			Companywide
	Agency			Direct			Total			Business			Businesses1			Total
Net Premiums Written	$	575.0		$	438.8		$	1,013.8		$	116.1		$	0		$	1,129.9
% Growth in NPW		6	%		5	%		5	%		7	%		NM			5	%
Net Premiums Earned	$	638.0		$	494.0		$	1,132.0		$	132.2		$	0.1		$	1,264.3
% Growth in NPE		8	%		9	%		8	%		13	%		NM			9	%
GAAP Ratios
Loss/LAE ratio		72.7			74.8			73.6			77.1			NM			74.0
Expense ratio		20.3			18.2			19.4			21.0			NM			19.6
Combined ratio		93.0			93.0			93.0			98.1			NM			93.6
Actuarial Adjustments2
Reserve Decrease/(Increase)
Prior accident years																$	14.6
Current accident year																	(8.1	)
Calendar year actuarial adjustment	$	8.2		$	3.6		$	11.8		$	(5.1	)	$	(.2	)	$	6.5
Prior Accident Years Development
Favorable/(Unfavorable)
Actuarial adjustment																$	14.6
All other development																	(5.8	)
Total development																$	8.8
Calendar year loss/LAE ratio																	74.0
Accident year loss/LAE ratio																	74.7
Statutory Ratios
Loss/LAE ratio																	74.0
Expense ratio																	20.9
Combined ratio																	94.9

¹ The other businesses generated an underwriting loss of $0.4 million for the month. Combined ratios and % growth are not meaningful (NM) due to the low level of premiums earned by, and the variability of loss costs in, such businesses.

² Represents adjustments solely based on our corporate actuarial reviews.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL INFORMATION

November 2012 Year-to-Date

($ in millions)

(unaudited)

Year-to-Date
										Commercial
	Personal Lines Business									Auto			Other			Companywide
	Agency			Direct			Total			Business			Businesses1			Total
Net Premiums Written	$	7,668.9		$	5,943.1		$	13,612.0		$	1,623.2		$	0		$	15,235.2
% Growth in NPW		7	%		8	%		7	%		13	%		NM			8	%
Net Premiums Earned	$	7,465.3		$	5,768.9		$	13,234.2		$	1,516.8		$	0.9		$	14,751.9
% Growth in NPE		6	%		8	%		7	%		12	%		NM			7	%
GAAP Ratios
Loss/LAE ratio		75.3			74.2			74.9			72.8			NM			74.7
Expense ratio		20.6			21.4			20.9			22.3			NM			21.1
Combined ratio		95.9			95.6			95.8			95.1			NM			95.8
Actuarial Adjustments2
Reserve Decrease/(Increase)
Prior accident years																$	71.9
Current accident year																	(37.7	)
Calendar year actuarial adjustment	$	11.3		$	25.4		$	36.7		$	(2.1	)	$	(.4	)	$	34.2
Prior Accident Years Development
Favorable/(Unfavorable)
Actuarial adjustment																$	71.9
All other development																	(115.0	)
Total development																$	(43.1	)
Calendar year loss/LAE ratio																	74.7
Accident year loss/LAE ratio																	74.4
Statutory Ratios
Loss/LAE ratio																	74.7
Expense ratio																	20.6
Combined ratio																	95.3
Statutory Surplus3																$	5,908.7
NM = Not Meaningful

¹  Year to date, the other businesses generated an underwriting loss of $3.9 million.

²  Represents adjustments solely based on our corporate actuarial reviews.

³ During November, the insurance subsidiaries declared and paid $41.8 million in dividends to the parent company.

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THE PROGRESSIVE CORPORATION AND SUBSIDIARIES

BALANCE SHEET AND OTHER INFORMATION

(millions – except per share amounts)

(unaudited)

	November
	2012
CONDENSED GAAP BALANCE SHEET:
Investments – Available-for-sale, at fair value:
Fixed maturities1 (amortized cost: $11,735.0)	$	12,159.0
Equity securities:
Nonredeemable preferred stocks1 (cost: $410.2)		826.7
Common equities (cost: $1,122.8)		1,635.9
Short-term investments (amortized cost: $2,215.1)		2,215.1
Total investments2, 3		16,836.7
Net premiums receivable		3,266.5
Deferred acquisition costs		448.6
Other assets3, 4		2,410.3
Total assets	$	22,962.1
Unearned premiums	$	5,060.7
Loss and loss adjustment expense reserves4		7,870.5
Other liabilities		1,873.5
Debt		2,062.9
Shareholders’ equity		6,094.5
Total liabilities and shareholders’ equity	$	22,962.1
Common shares outstanding		604.7
Shares repurchased – November		0
Average cost per share	$	0
Book value per share	$	10.08
Trailing 12-month return on average shareholders’ equity
Net income		14.3	%
Comprehensive income		17.9	%
Net unrealized pretax gains (losses) on investments	$	1,344.2
Increase (decrease) from October 2012	$	6.4
Increase (decrease) from December 2011	$	293.7
Debt-to-total capital ratio		25.3	%
Fixed-income portfolio duration		1.9 years
Weighted average credit quality		AA-
Year-to-date Gainshare factor		1.16

¹  As of November 30, 2012, we held certain hybrid securities and recognized a change in fair value of $9.4 million as a realized gain during the period we held these securities.

² Includes $5.5 billion of short-term investments and U.S. Treasury securities.

³ Total investments exclude $38.0 million of net unsettled security transactions, which are included in “other assets” as of November 30, 2012.

⁴ Loss and loss adjustment expense reserves are stated gross of reinsurance recoverables on unpaid losses of $861.0 million, which are included in “other assets.”

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Monthly Commentary

• In November, we incurred catastrophe losses of about $34 million, or 2.7 loss ratio points, primarily in New York and New Jersey related to Superstorm Sandy, reflecting higher severity than originally estimated. The total cost for this late-season storm is nearly $90 million, bringing our total year-to-date catastrophe losses to $264 million, or 1.8 points, compared to $204 million, or 1.5 points, last year.

• On December 7, 2012, the Board of Directors declared an annual variable dividend to be paid on February 1, 2013, to shareholders of record at the close of business on January 25, 2013. The amount of the dividend will be determined based on the Company’s full year 2012 financial results. See our News Release dated December 7, 2012, which can be found at http://investors.progressive.com/phoenix.zhtml?c=81824&p=IROL-reportsOther, for further details regarding the dividend policy and calculation.

Events

We are currently scheduled to release December results on Friday, January 18, 2013, before the market opens.

About Progressive

Celebrating its 75^th anniversary in 2012, The Progressive Group of Insurance Companies makes it easy to understand, buy, and use auto insurance. Progressive offers choices so consumers can reach it whenever, wherever, and however it’s most convenient—online at http://www.progressive.com, by phone at 1-800-PROGRESSIVE, or in-person with a local agent.

Progressive offers insurance for personal and commercial autos and trucks, motorcycles, boats, recreational vehicles, and homes. It’s the fourth largest auto insurer in the country, the largest seller of motorcycle insurance, and a leader in commercial auto insurance. Progressive also offers car insurance online in Australia at http://www.progressiveonline.com.au.

Founded in 1937, Progressive continues its long history of offering shopping tools and services that save customers time and money, like Name Your Price^®, the Snapshot Discount^®, and a concierge level of claims service.

The Common Shares of The Progressive Corporation, the Mayfield Village, Ohio-based holding company, trade publicly at NYSE:PGR.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Statements in this release that are not historical fact are forward-looking statements that are subject to certain risks and uncertainties that could cause actual events and results to differ materially from those discussed herein. These risks and uncertainties include, without limitation, uncertainties related to estimates, assumptions, and projections generally; inflation and changes in economic conditions (including changes in interest rates and financial markets); the possible failure of one or more governmental entities to make scheduled debt payments or satisfy other obligations; the potential or actual downgrading of governmental, corporate, or other securities by a rating agency; the financial condition of, and other issues relating to the strength of and liquidity available to, issuers of securities held in our investment portfolios and other companies with which we have ongoing business relationships, including counterparties to certain financial transactions; the accuracy and adequacy of our pricing and loss reserving methodologies; the competitiveness of our pricing and the effectiveness of our initiatives to retain more customers; initiatives by competitors and the effectiveness of our response; our ability to obtain regulatory approval for requested rate changes and the timing thereof; the effectiveness of our brand strategy and advertising campaigns relative to those of competitors; legislative and regulatory developments, including, but not limited to, health care reform and tax law changes; disputes relating to intellectual property rights; the outcome of litigation pending or that may be filed against us; weather conditions (including the severity and frequency of storms, hurricanes, snowfalls, hail, and winter conditions); changes in driving patterns and loss trends; acts of war and terrorist activities; our ability to maintain the uninterrupted operation of our facilities, systems (including information technology systems), and business functions; court decisions and trends in litigation and health care and auto repair costs; and other matters described from time to time in our releases and publications, and in our periodic reports and other documents filed with the United States Securities and Exchange Commission. In addition, investors should be aware that generally accepted accounting principles prescribe when a company may reserve for particular risks, including litigation exposures. Accordingly, results for a given reporting period could be significantly affected if and when a reserve is established for one or more contingencies. Also, our regular reserve reviews may result in adjustments of varying magnitude as additional information regarding claims activity becomes known. Reported results, therefore, may be volatile in certain accounting periods.

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